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Officer, in consultation with the PVA General Counsel, and approved by the PVA NationalExecutive Committee.Section 3: Resignation. Any officer of the Corporation may resign by submitting a writtenresignation to the Secretary, which resignation shall become effective upon the date fixed thereinwithout further action. The Secretary may resign in the same manner aforesaid by submittinghis/her written resignation to the President.Section 4: Removal. Any officer of the organization may be removed for failure to perform theduties of his/her office as prescribed by the bylaws and laws of the state in which the corporationis incorporated. The officer must be given the written notice of the proposed removal along withthe grounds and proof upon which the proposed removal is based, by certified mail, returnreceipt requested. Notice of the proposed removal must be submitted in writing to themembership a minimum of (10) days prior to any regular meeting. Removal shall be effective atsuch time it is approved by both the membership at the regular meeting and by a minimum oftwo thirds (2/3) vote of the Board of Directors at a regular or special meeting of the Board.Section 5: Vacancies. Any vacancies among officers, excluding the office of the President, shallbe filled by appointment by the President, subject to the approval of the Board of Directors. Inthe event of vacancy in the office of President, the Vice President shall assume this office. Anyperson appointed to fill a vacancy as an officer of the Chapter shall legally hold office until thenext regular election or until his/her successor is duly elected and qualified, whichever shalloccur first.Section 6: Stipend.No officer other than the President shall be entitled to receive compensation for the performanceof his/her duties in such capacity. The compensation for the President shall be fixed by the Boardof Directors.ARTICLE V - DIRECTOR TO PVASection 1: Election. The Board of Directors shall elect one person as a Director to the ParalyzedVeterans of America. This person must be a member in good standing of this corporation andmust be certified eligible for membership in PVA.Section 2: Term of Office. The elected Director to PVA shall serve for a period of three (3)years.Section 3: Powers and Duties. The elected Director is required to prepare for and participate inall regular and special meetings of the National Board of Directors. If accepted for appointmentto standing or special committees, the elected Director is expected to participate in all suchcommittee meetings. The elected Director is responsible for casting the Corporation's vote inmatters requiring a vote by the Board of Directors of the Paralyzed Veterans of America.5

Section 4: National Organization. The constituency of a National Director to Paralyzed Veteransof America goes beyond his or her corporation and includes the entire membership of PVA. ANational Director shall serve the Paralyzed Veterans of America as a whole rather than specialinterest groups or only his or her corporation. A National Director should always maintainindependence and objectivity and do what a sense of fairness, ethics, and personal integritydictate.Section 5: Removal. The elected Director to PVA may be removed by the corporation at anytime, with cause, by a vote of two-thirds (2/3) of the Directors present at a meeting where aquorum is present.Section 6: Vacancies. A vacancy in the position of Director to PVA shall be filled by a vote ofthe Board of Directors of this Corporation. The Director so elected shall serve the remainder ofthe vacated term.ARTICLE VI - MEETINGSSection 1: Annual Meeting. The Annual Meeting of the membership shall be held during themonth of October of each year, at a time and place to be designated by the Board of Directors.Notice of such time and place shall be sent to all voting members of the Corporation at leastthirty (30) days prior thereto.Section 2: Regular Meetings. At least 1 Regular meeting of the membership shall be held attimes and places to be designated by the Board of Directors.Section 3: Special Meetings. Special meetings of the membership may be called by the Board ofDirectors of the Corporation from time to time upon written notice sent to all voting members atleast ten (10) days prior to the date of such meeting.Section 4: Quorum. A quorum must be present at all of the membership meetings. At least 20members not to include officers or members of the Board of Directors shall constitute a quorumat a meeting of the membership. If a quorum is not present, the presiding officer may adjourn themeeting until a later date at a time and place to be fixed by him/her and announced at the time ofadjournment.Section 5: Proxies. Proxies are not permitted.Section 6: Order of Business. All meetings of the Corporation shall have the following order ofbusiness. This prescribed order of business may be waived by the majority vote of themembership present.1. Reading and adoption of minutes of previous meeting.2. Entertain questions concerning items recorded in the minutes of all meetings of theBoard of Directors occurring since last membership meeting.6

3. Reports of Officers.4. Reports of Standing Committees.5. Reports of Special Committees.6. Old Business.7. Introduction of new members.8. New Business.9. Adjournment.ARTICLE VII - BOARD OF DIRECTORSSection 1: Number. The Board of Directors shall consist of not less than 5 members, nor morethan 9 members, which include the officers mentioned in ARTICLE IV Section 1.The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, andthree (3) Board Directors, the Immediate Past President and Director to National PVA. Allmembers of the Board of Directors must be voting members in good standing of this Chapter andmust be certified eligible for membership in PVA.Section 2: Terms and Election. Directors of the Corporation shall serve in office for a period of 2years.The Board of Director terms are staggered. In even years, the 3 candidates receiving the highestnumber of votes shall be elected directors. In odd years, the four candidates receiving the highestnumber of votes shall be elected directors. The election process described in ARTICLE IV,Section 2 shall govern the election of Directors.Section 3: Employees. Paid employees of the Corporation shall not be eligible to serve on theBoard of Directors.Section 4: Powers and Duties. The Board of Directors shall have the power and the responsibilityto develop and to initiate policy and/or programs, to enter into contractual agreements and toconduct such other business as shall be deemed desirable to promote and achieve the goals of thecorporation. Said development and initiation of policy and/or programs, contractual agreements,and other business, cited heretofore, shall be effected within the framework of, and in accordancewith, the Articles of Incorporation and Bylaws. It shall be their duty to develop and approve anannual budget projecting income and expenditures for the coming fiscal year, including financialassistance from the National organization (if any). The Board may make such changes inspending within operating funds budgeted for the year as they deem necessary for the properoperation of the Corporation. It shall be the Board of Directors duty to report to the membershipat all times concerning the operation of the Corporation. The Board of Directors shall not have7

the right to delegate their full authority and responsibility, or the authority and responsibility ofany officer holding office, to any other person or groups of persons.Section 5: Removal. Any Director of the organization may be removed for failure to perform theduties of his/her office as prescribed by the bylaws and laws of the state in which the corporationis incorporated. The Director must be given the written notice of the proposed removal along thegrounds and proof upon which the proposed removal is based by certified mail, return receiptrequested. The director shall be afforded the opportunity to submit a written response or toappear before the Board of Directors to challenge the proposed removal. The Board of Directorsshall have the power to temporarily suspend the Director from his or her position pending thedisposition of the proposed removal. Notice of the proposed removal must be submitted inwriting to the membership a minimum of (10) days prior to any regular meeting. Removal shallbe effective at such time it is approved by both the membership at the regular meeting and by aminimum of two thirds (2/3) vote of the Board of Directors at a regular or special meeting of theBoard.Section 6: Resignation. Any director of the Corporation may resign by submitting a writtenresignation to the Secretary, which resignation shall become effective upon the date fixed thereinwithout further action.Section 7: Vacancies. Any vacancies among directors shall be filled by appointment by thepresident, subject to the approval of the Board of Directors. Any person appointed to fill avacancy, as a director of this organization shall legally hold office until the next regular electionor until his/her successor is duly elected and qualified, whichever shall occur first.Section 8: Regular Meetings. The annual meeting of the Board of Directors shallbe held during the month following the first annual meeting of the membership at the principaloffice of the Corporation, or other place, which may be fixed by the President. At this meeting,the Board of Directors shall determine the day of the month and time of day when the regularmeetings of the Board of Directors shall be held, which shall in no case be less than 4 meetingsper year.Section 9: Special Meetings. Special meetings of the Board of Directors may be held upon duenotice given by the President or Secretary by mail, telephone, facsimile, or email. A specialmeeting may be called at the written request of any 2 member (s) of the Board of Directors.Section 10: Director participation at meetings. Unless the articles of Corporation or bylawsprovide otherwise, a board may permit any or all directors to participate in a regular or specialmeeting by, or conduct the meeting through the use of, any means of communication by whichall directors participating may simultaneously hear each other during the meeting. A directorparticipating in a meeting by this means is deemed to be present in person at the meeting.Section 11: Quorum and Voting. A quorum of a Board Of Directors consists of a majority of thedirectors in office immediately before a meeting begins. If a quorum is present when a vote istaken, the affirmative vote of a majority of directors present is the act of the Board unless thearticles or bylaws require the vote of a greater number of directors.8

Section 12: Proxies. Proxies are not permitted.Section 13: Standards of ConductA. General Standards for Directors.1. A director shall discharge his or her duties as a director, including his or her duties as amember of a committee:a. In good faith;b. With the care an ordinary prudent person in a like position would exercise undersimilar circumstances; andc. In a manner the director reasonably believes to be in the best interest of theCorporation.2. In discharging his or her duties, a director is entitled to rely on information, opinions,reports, or statements, including financial statements and other financial data, if prepared orpresented by:a. One or more officers or employees of the Corporation whom the director reasonablybelieves to be reliable and competent in the matters presented;b. Legal counsel, public accountants or other persons as to matters the directorreasonably believes are within the person’s professional or expert competence;c. A committee of the board of which the director is not a member, as to matters withinits jurisdiction, if the director reasonably believes the committee merits confidence.3. A director is not acting in good faith if the director has knowledge concerning the matter inquestion that makes reliance otherwise permitted by subsection (2) unwarranted.4. A director is not liable to the Corporation, any member, or any other person for any actiontaken or not taken as a director, if the director acted in compliance with this section.ARTICLE VIII - EXECUTIVE DIRECTORSection 1: The Hiring. The Board Of Directors may authorize the position of Executive Directorupon a two thirds (2/3) vote. The Executive Director shall be hired by the President and ratifiedby the Corporation Board of Directors in accordance with Section 5 of this Article.Section 2: Executive Director Responsibilities. The Corporation Executive Director isresponsible for exercising day-to-day administrative organizational control and shall manage andpromote all programs in which the corporation has a vested interest. He/she shall also ensure thatall reports due to the National Organization are timely and accurately submitted. He/she shallaccept other duties as may be assigned to the Corporation's President or Board of Directors, andshall take his/her instructions from, and report directly to the President of the corporation.9

Section 3: Voting Status. The Corporation's Executive Director may not serve on theCorporation’s Board of Directors, nor hold an elected office; consequently, the ExecutiveDirector of the corporation does not have voting privileges.Section 4: National Board of Directors. The Corporation's Executive Director shall not beeligible for membership on PVA's Board of Directors while participating in this program.Section 5: Authorization for Hiring. A two-thirds (2/3) vote of approval is necessary from theCorporation's Board of Directors to authorize the hiring of the Corporation Executive Directorand two-thirds (2/3) vote of the Corporation’s Board of Directors is required to confirm theremoval of the Executive Director.Section 6: Office Hours. The Corporation's office will be a full-time business office outside ofany private residence. A minimum of 37.5 hours is set for the corporation office weekly hours,preferably during normal business hours.Section 7: Funds. The Corporation shall provide the necessary funds, personnel and equipment tocarry out the operations of the Executive Director position.Section 8: Standards of Conduct for the Executive Director.A. The Executive Director shall discharge his/her duties under that authority:1. In good faith;2. With the care an ordinary prudent person in a like position would exercise undersimilar circumstances; and3. In a manner he/she reasonably believes to be in the best interests of thecorporation.B. In discharging his/her duties the Executive Director is entitled to rely on information,opinions, reports, or statements, including financial statements and other financial data, ifprepared or presented by:1. One or more officers or employees of the corporation whom the ExecutiveDirector reasonably believes to be reliable and competent in the mannerpresented; or2. Legal counsel, public accountants, or other persons as to matters the ExecutiveDirector reasonably believes are within the person's professional or expertcompetence.C. The Executive Director is not acting in good faith if he/she has knowledge concerningthe matter in question that makes reliance otherwise permitted by subsection [b]10

unwarranted.D. The Executive Director is not liable for any action taken as an officer, or any failureto take any action, if he/she performed the duties of his/her office in compliance with thissection.ARTICLE IX - COMMITTEESSection 1: The President shall have the authority, in accordance with Article IV, Section 1 ofthese bylaws, and subject to the approval of the Board of Directors, to appoint any special orstanding committees to assist him/her with the business of the Corporation.Section 2: The Board of Directors shall have the power to establish any special or standingcommittee(s), and to prescribe the power of such committees so far as to be consistent with theBylaws.Section 3: At least one (1) member of each committee shall be a member of the Board ofDirectors.ARTICLE X - RESPONSIBILITIES TO PARALYZED VETERANS OF AMERICASection 1: As a Corporation of PVA, we must perform the duties set forth in the Bylaws of theParalyzed Veterans of America, to include the requirements outlined in the PVA AdministrativeGuide of the Paralyzed Veterans of America concerning " Corporation Operations".Additionally, a written report must be submitted to the corporation membership and to theofficers and Board of Directors of Paralyzed Veterans of America at least quarterly. This reportmay be in the form of a newsletter.ARTICLE XI - RULES OF PROCEDUREThe rules contained in the current edition of Robert's Rules of Order, Newly Revised, shallgovern the actions of this Corporation in all instances to which they are applicable and in whichthey are consistent with the Articles of Incorporation, Bylaws and Standing Rules of theCorporation.ARTICLE XII - INDEMNIFICATIONSection 1: The Corporation may indemnify any person who was or is a party or is threatened tobe made a party of any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative by reason of the fact that he/she is or was adirector, officer, employee or agent of the Corporation or is or was serving at the request of the11

Corporation as director, officer, employee, or agent of another corporation in which thisCorporation at such time owned share of stock or of which it was creditor, and their respectiveheirs administrators, successors and assigns, against expenses (including attorneys fees),judgments, fines, and amounts paid in settlements actually and reasonably incurred by him/her insuch action, suit or proceeding if he/she acted in good faith and in a manner or reason believed tobe in the best interest of the Corporation, and with respect to any criminal action or proceeding,at no reasonable cause to believe his/her conduct was unlawful.Section 2: To the extent that director, officer, employee or agent of the Corporation has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding referred to inSection 1, or in defense of any claim, issue or matter therein, he/she shall be indemnified againstexpenses (including attorneys fees) actually and reasonably incurred by him/her in connectiontherewith. Such indemnification shall be made by the Board of Directors by a majority vote of aquorum consisting of directors who were not parties to such action, suit or proceeding or by themembers of the corporation.Section 3: Such indemnification shall be in addition to any other rights to which the indemnifiedperson may be entitled under any law, bylaw, agreement, vote of the members of the cor

Section 1: Name. The name by which this corporation shall be known is Paralyzed Veterans of America, Texas Chapter, Inc., hereinafter referred to as "the Corporation." Section 2: Location. The principal location of the Corporation shall be at 6418 FM 2100 Crosby, Texas 77532. The Corporation may have such other offices, either within or outside the